Undertakings of the Pledgors. 6.1 During the existence of this Agreement, the Pledgors undertake to Party A that the Pledgors shall: 6.1.1 without Party A’s prior written consent, not transfer the Equity (except for the transfer of Equity to Party A or its designated person at the request of Party A), or create or allow the existence of any other encumbrance or any type of third-party security interest which may affect Party A’s rights and interests; 6.1.2 comply with and implement all applicable laws and regulations, and, upon receipt of any notice, instruction or advice from any competent regulatory authority in respect of the Pledge, present such notice, instruction or advice to Party A within five (5) business days and act in accordance with Party A’s reasonable instruction; and 6.1.3 promptly notify Party A of (i) any event that may affect the Equity or any portion thereof, or the Pledgors’ performance of any of their obligations, representations, warranties or undertakings hereunder, or (ii) the Pledgors’ receipt of any notice in relation thereto, and shall act in accordance with Party A’s reasonable instruction; 6.2 The Pledgors agree that Party A’s enforcement of the Pledge pursuant to this Agreement shall not be interrupted or interfered with by the Pledgors, their successors or authorized persons, or any other person. 6.3 The Pledgors warrant to Party A that, in order to protect or perfect the security for performance of the payment/repayment obligations and other obligations of the Pledgors and/or Party C under the Transaction Agreements, the Pledgors shall cause Party C to make all necessary amendments to its articles of association (if applicable), execute in good faith and cause any other party interested in the Pledge to execute all such title certificates and agreements as may be requested by Party A, and/or take and cause such other interested party to take all actions requested by Party A, facilitate Party A’s exercise of the Pledge, execute all documents in connection with change of the share certificate with Party A or any third party designated by it, and provide Party A with all documents in relation to the Pledge as Party A may deem necessary within a reasonable period of time. 6.4 In the event of a transfer of any Equity arising from Party A’s exercise of the Pledge pursuant to Clause 8 hereof, the Pledgors hereby jointly and severally undertake to waive their respective preemptive right / right of first refusal thereon. 6.5 The Pledgors warrant to Party A that, for the benefits of Party A, the Pledgors shall comply with and perform all of their warranties, undertakings, agreements and representations. If the Pledgors fail to perform or fully perform their warranties, undertakings, agreements or representations, the Pledgors shall indemnify Party A against all losses suffered by Party A as a result thereof.
Appears in 4 contracts
Samples: Equity Pledge Agreement (FinVolution Group), Equity Pledge Agreement (PPDAI Group Inc.), Equity Pledge Agreement (PPDAI Group Inc.)
Undertakings of the Pledgors. 6.1 During the existence of this Agreement, the Pledgors separately and non-jointly undertake to Party A that the Pledgors shall:
6.1.1 without the prior written consent of Party A’s prior written consent, not transfer the Equity (Interest or create or permit the existence of any other encumbrance or any form of third party security interest, such as pledge etc., which may affect the rights and interests of Party A, except for the transfer of the Equity Interest to Party A or its designated person at the request of Party A), or create or allow except the existence of any other encumbrance or any type of third-party security interest which may affect Party A’s rights and interestsinterests agreed in the Equity Option Agreement and Power of Attorney;
6.1.2 comply with and implement the provisions of all relevant applicable laws and regulations, and, and upon the receipt of any notice, instruction or advice from any competent regulatory authority recommendation issued or formulated by the relevant authorities in respect of the Pledge, present show such notice, instruction or advice recommendation to Party A within five (5) business working days and shall act in accordance with the reasonable instructions of Party A’s reasonable instruction; and;
6.1.3 promptly notify Party A of (i) any event that or notice received which may affect the Equity Interest of the Pledgors or the rights in respect of any portion thereof, of the Equity Interest and any event or relevant notice received which may change any of the Pledgors’ obligations herein or affect the performance of any of their obligations, representations, warranties or undertakings hereunder, or (ii) the obligations herein by the Pledgors’ receipt of any notice in relation thereto, and shall act in accordance with the reasonable instructions of Party A’s reasonable instruction;A.
6.2 The Pledgors agree that the exercise by Party A’s enforcement A of its rights in accordance with the Pledge pursuant to terms of this Agreement shall not be interrupted or interfered with by the Pledgors, Pledgors or their successors or authorized persons, assignees or any other person.
6.3 The Pledgors warrant to Party A that, in order to protect or perfect improve the security collateral under this Agreement for performance of the payment/repayment obligations and other obligations of the Pledgors and/or Party C CHJ under the Transaction Agreements, the Pledgors shall cause Party C to make all necessary amendments (if applicable) to its the articles of association (if applicable)of CHJ, faithfully execute in good faith and cause any procure other party interested parties who have an interest in the Pledge to execute all such title certificates of rights and agreements as may be requested deeds required by Party A and/or perform and procure other parties who have an interests in the Pledge to take all actions required by Party A, and/or take and cause such other interested party to take all actions requested facilitate the exercise of the Pledge by Party A, facilitate Party A’s exercise of the Pledge, execute sign all modification documents in connection with change of relation to the share certificate equity certificates with Party A or and any third party designated by it, Party A and provide Party A with all documents in relation to respect of the Pledge as Party A may which they deem necessary within a reasonable period of timeperiod.
6.4 In the event of a transfer of any Equity arising from Party A’s exercise of the Pledge pursuant to Clause 8 hereof, the Pledgors hereby jointly and severally undertake to waive their respective preemptive right / right of first refusal thereon.
6.5 The Pledgors warrant warrants to Party A that, for the benefits of Party A, the Pledgors shall comply with and perform all of their the warranties, undertakings, agreements covenants and representations. If the Pledgors fail to perform or to fully perform their warranties, undertakings, agreements or covenants and representations, the Pledgors shall indemnify compensate Party A against for all the losses suffered sustained by Party A as a result thereof.
Appears in 4 contracts
Samples: Equity Pledge Agreement (Li Auto Inc.), Equity Pledge Agreement (Li Auto Inc.), Equity Pledge Agreement (Li Auto Inc.)
Undertakings of the Pledgors. 6.1 During the existence term of this Agreement, each Pledgor undertakes to each of the Pledgors undertake to Party A that the Pledgors shallPledgees:
6.1.1 without Party A’s prior written consent, 10.1 not transfer the Equity (except for the transfer of Equity to Party A or its designated person at the request of Party A)take, or participate in, any action which results or might reasonable result in the relevant Pledgor’s loss of ownership of all or part of the Interests, or any other transaction which would have the same result as a sale, transfer or other disposal of the Interests or which would for any other reason materially adversely affect the security interest of the Pledgees or the security purpose (as described in Clause 5) or defeat, impair or circumvent the rights of the Pledgees except as permitted by the Secured Parties or unless permitted under the terms of the Secured Documents;
10.2 not to encumber, permit to subsist, create or allow the existence of agree to create any other encumbrance or any type of third-party security interest or third party right in or over the Interests or other rights which may affect Party A’s rights and interestsare subject to the Pledges except as set out in this Agreement or permitted under the terms of the Secured Documents;
6.1.2 comply with and implement all applicable laws and regulations, and, upon receipt of 10.3 to promptly effect any notice, instruction contributions in cash (Bareinlage) or advice from any competent regulatory authority kind (Sacheinlage) to be made in respect of the PledgeInterests;
10.4 to promptly notify the Pledgees, present by notification in writing to each of the Collateral Agents, of any change in the partners, the compulsory contribution (Pflichteinlage) or stated liable capital (Haftsumme) of the Company or any encumbrance over the Interests (or part of them). In the case of any attachment (Pfändung) in respect of any of the Interests or any ancillary rights set out in sub-Clause 4.1, the relevant Pledgor shall promptly notify the Pledgees, by notification in writing to each of the Collateral Agents, such noticenotice to be accompanied by any documents the Pledgees might need to defend themselves against any claim of a third party. In particular, instruction the relevant Pledgor shall promptly forward to each of the Collateral Agents a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment;
10.5 unless not prohibited under the terms of the Secured Documents, not to allow, without the prior written consent of the Secured Parties, acting through any of the Pledgees, any other party to become a partner of the Company and not to defeat, impair or advice circumvent in any way the rights of the Pledgees created hereunder;
10.6 to Party A within five (5) business days refrain from any acts or omissions, the purpose or effect of which is or would be the dilution of the value of the Interests or the Interests ceasing to exist unless permitted or not prohibited under the terms of the Secured Documents;
10.7 not to change the partnership agreement with a view to stipulating certain requirements for the effective transfer of the Interests in addition to the general legal requirements pursuant to German Corporate law;
10.8 not to amend, or vote for any amendment of, the partnership agreement of the Company to the extent that such amendment would or would be likely to materially and act in accordance with Party A’s reasonable instructionadversely affect the security interest of the Pledgees created hereunder without the prior written consent of the Secured Parties, acting through any of the Collateral Agents; and
6.1.3 promptly notify Party A 10.9 insofar as additional declarations or actions are necessary for the creation of the Pledges (i) any event that may affect the Equity or any portion thereof, of them) in favour of the Pledgees (or the Pledgors’ performance of any of their obligationsthem), representations, warranties or undertakings hereunder, or (ii) the Pledgors’ receipt of any notice in relation thereto, and shall act in accordance with Party A’s reasonable instruction;
6.2 The Pledgors agree that Party A’s enforcement of the Pledge pursuant to this Agreement shall not be interrupted or interfered with by the Pledgors, their successors or authorized persons, or any other person.
6.3 The Pledgors warrant to Party A that, in order to protect or perfect the security for performance of the payment/repayment obligations and other obligations of the Pledgors and/or Party C under the Transaction Agreements, the Pledgors shall cause Party C to make all necessary amendments to its articles of association (if applicable), execute in good faith such declarations and cause any other party interested in undertake such actions at the Pledge to execute all such title certificates relevant Pledgor’s costs and agreements as may be requested by Party A, and/or take and cause such other interested party to take all actions requested by Party A, facilitate Party A’s exercise of the Pledge, execute all documents in connection with change of the share certificate with Party A or any third party designated by it, and provide Party A with all documents in relation to the Pledge as Party A may deem necessary within a reasonable period of timeexpenses.
6.4 In the event of a transfer of any Equity arising from Party A’s exercise of the Pledge pursuant to Clause 8 hereof, the Pledgors hereby jointly and severally undertake to waive their respective preemptive right / right of first refusal thereon.
6.5 The Pledgors warrant to Party A that, for the benefits of Party A, the Pledgors shall comply with and perform all of their warranties, undertakings, agreements and representations. If the Pledgors fail to perform or fully perform their warranties, undertakings, agreements or representations, the Pledgors shall indemnify Party A against all losses suffered by Party A as a result thereof.
Appears in 2 contracts
Samples: Partnership Interest Pledge Agreement (Axalta Coating Systems Ltd.), Partnership Interest Pledge Agreement (Axalta Coating Systems Ltd.)
Undertakings of the Pledgors. 6.1 During the existence of this Agreement, the Pledgors undertake to Party A that the Pledgors shall:
6.1.1 without the prior written consent of Party A’s prior written consent, not transfer the Equity (Interest or create or permit the existence of any other encumbrance or any form of third party security interest, such as pledge etc., which may affect the rights and interests of Party A, except for the transfer of the Equity Interest to Party A or its designated person at the request of Party A), or create or allow the existence of any other encumbrance or any type of third-party security interest which may affect Party A’s rights and interests;
6.1.2 comply with and implement the provisions of all relevant applicable laws and regulations, and, and upon the receipt of any notice, instruction or advice from any competent regulatory authority recommendation issued or formulated by the relevant authorities in respect of the Pledge, present show such notice, instruction or advice recommendation to Party A within five (5) business working days and shall act in accordance with the reasonable instructions of Party A’s reasonable instruction; and;
6.1.3 promptly notify Party A of (i) any event that or notice received which may affect the Equity Interest of the Pledgors or the rights in respect of any portion thereof, of the Equity Interest and any event or relevant notice received which may change any of the Pledgors’ obligations herein or affect the performance of any of their obligations, representations, warranties or undertakings hereunder, or (ii) the obligations herein by the Pledgors’ receipt of any notice in relation thereto, and shall act in accordance with the reasonable instructions of Party A’s reasonable instruction;A.
6.2 The Pledgors agree that the exercise by Party A’s enforcement A of its rights in accordance with the Pledge pursuant to terms of this Agreement shall not be interrupted or interfered with by the Pledgors, Pledgors or their successors or authorized persons, assignees or any other person.
6.3 The Pledgors warrant to Party A that, in order to protect or perfect improve the security collateral under this Agreement for performance of the payment/repayment obligations and other obligations of the Pledgors and/or Party C Xindian Information under the Transaction Agreements, the Pledgors shall cause Party C to make all necessary amendments (if applicable) to its their respective articles of association (if applicable)and the articles of association of Xindian Information, faithfully execute in good faith and cause any procure other party interested parties who have an interest in the Pledge to execute all such title certificates of rights and agreements as may be requested deeds required by Party A and/or perform and procure other parties who have an interests in the Pledge to take all actions required by Party A, and/or take and cause such other interested party to take all actions requested facilitate the exercise of the Pledge by Party A, facilitate Party A’s exercise of the Pledge, execute sign all modification documents in connection with change of relation to the share certificate equity certificates with Party A or and any third party designated by it, Party A and provide Party A with all documents in relation to respect of the Pledge as Party A may which they deem necessary within a reasonable period of timeperiod.
6.4 In the event of a transfer of any Equity arising from Party A’s exercise of the Pledge pursuant to Clause 8 hereof, the Pledgors hereby jointly and severally undertake to waive their respective preemptive right / right of first refusal thereon.
6.5 The Pledgors warrant warrants to Party A that, for the benefits of Party A, the Pledgors shall comply with and perform all of their the warranties, undertakings, agreements covenants and representations. If the Pledgors fail to perform or to fully perform their warranties, undertakings, agreements or covenants and representations, the Pledgors shall indemnify compensate Party A against for all the losses suffered sustained by Party A as a result thereof.
Appears in 2 contracts
Samples: Equity Pledge Agreement (Li Auto Inc.), Equity Pledge Agreement (Leading Ideal Inc.)
Undertakings of the Pledgors.
6.1 During the existence of this Agreement, the Pledgors separately and non-jointly undertake to Party A that the Pledgors shall::
6.1.1 without the prior written consent of Party A’s prior written consent, not transfer the Equity (Interest or create or permit the existence of any other encumbrance or any form of third party security interest, such as pledge etc., which may affect the rights and interests of Party A, except for the transfer of the Equity Interest to Party A or its designated person at the request of Party A), or create or allow A，except the existence of any other encumbrance or any type of third-party security interest which may affect Party A’s rights and interestsinterests agreed in the Equity Option Agreement and Power of Attorney;
6.1.2 comply with and implement the provisions of all relevant applicable laws and regulations, and, and upon the receipt of any notice, instruction or advice from any competent regulatory authority recommendation issued or formulated by the relevant authorities in respect of the Pledge, present show such notice, instruction or advice recommendation to Party A within five (5) business working days and shall act in accordance with the reasonable instructions of Party A’s reasonable instruction; and;
6.1.3 promptly notify Party A of (i) any event that or notice received which may affect the Equity Interest of the Pledgors or the rights in respect of any portion thereof, of the Equity Interest and any event or relevant notice received which may change any of the Pledgors’ obligations herein or affect the performance of any of their obligations, representations, warranties or undertakings hereunder, or (ii) the obligations herein by the Pledgors’ receipt of any notice in relation thereto, and shall act in accordance with the reasonable instructions of Party A’s reasonable instruction;A.
6.2 The Pledgors agree that the exercise by Party A’s enforcement A of its rights in accordance with the Pledge pursuant to terms of this Agreement shall not be interrupted or interfered with by the Pledgors, Pledgors or their successors or authorized persons, assignees or any other person..
6.3 The Pledgors warrant to Party A that, in order to protect or perfect improve the security collateral under this Agreement for performance of the payment/repayment obligations and other obligations of the Pledgors and/or Party C CHJ under the Transaction Agreements, the Pledgors shall cause Party C to make all necessary amendments (if applicable) to its the articles of association (if applicable)of CHJ, faithfully execute in good faith and cause any procure other party interested parties who have an interest in the Pledge to execute all such title certificates of rights and agreements as may be requested deeds required by Party A and/or perform and procure other parties who have an interests in the Pledge to take all actions required by Party A, and/or take and cause such other interested party to take all actions requested facilitate the exercise of the Pledge by Party A, facilitate Party A’s exercise of the Pledge, execute sign all modification documents in connection with change of relation to the share certificate equity certificates with Party A or and any third party designated by it, Party A and provide Party A with all documents in relation to respect of the Pledge as Party A may which they deem necessary within a reasonable period of time.period.
6.4 In the event of a transfer of any Equity arising from Party A’s exercise of the Pledge pursuant to Clause 8 hereof, the Pledgors hereby jointly and severally undertake to waive their respective preemptive right / right of first refusal thereon.
6.5 The Pledgors warrant warrants to Party A that, for the benefits of Party A, the Pledgors shall comply with and perform all of their the warranties, undertakings, agreements and representations. If the Pledgors fail to perform or fully perform their warranties, undertakings, agreements or representations, the Pledgors shall indemnify Party A against all losses suffered by Party A as a result thereof.covenants and
Appears in 2 contracts
Samples: Equity Pledge Agreement (Li Auto Inc.), Equity Pledge Agreement (Li Auto Inc.)
Undertakings of the Pledgors. 6.1 During 9.1 Unless otherwise permitted by the existence Principal Finance Documents, during the term of this Agreement, Pledgor 1 undertakes to the Pledgors undertake to Party A that the Pledgors shallPledgee:
6.1.1 without Party A’s prior written consent, not transfer the Equity 9.1.1 to promptly effect any contributions in cash (except for the transfer of Equity Bareinlage) or kind (Sacheinlage) to Party A or its designated person at the request of Party A), or create or allow the existence of any other encumbrance or any type of third-party security interest which may affect Party A’s rights and interests;
6.1.2 comply with and implement all applicable laws and regulations, and, upon receipt of any notice, instruction or advice from any competent regulatory authority be made in respect of the PledgeGP Interests;
9.1.2 to promptly notify the Pledgee in writing of any change in the partners, present the special contribution (Sondereinlage) of the Company or any encumbrance over the GP Interests (or part of them). In the case of any attachment (Pfändung) in respect of any of the GP Interests or any ancillary rights set out in sub-Clause 4.1, Pledgor 1 shall promptly notify the Pledgee in writing, such noticenotice to be accompanied by any documents the Pledgee might need to defend itself against any claim of a third party. In particular, instruction or advice Pledgor 1 shall promptly forward to Party A within five the Pledgee a copy of the attachment order (5Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) business days and act all other documents necessary for a defence against the attachment;
9.1.3 to promptly inform the Pledgee in writing of all matters concerning the Company of which Pledgor 1 is aware which would materially adversely affect the security interest of the Pledgee. In particular, Pledgor 1 shall notify the Pledgee in writing forthwith of any shareholders’ meeting at which a shareholders’ resolution is intended to be adopted which would have a materially adverse effect upon any of the Pledges 1. Pledgor 1 shall allow, during the continuance of any of the circumstances which permit the Pledgee to enforce the Pledges 1 in accordance with Party AClause 7, the Pledgee or, as the case may be, their proxy or any other person designated by the Pledgee, to participate in all such shareholders’ meetings of the Company as attendants without power to vote. Subject to the provision contained in sub-Clause 13.1, the Pledgee’s reasonable instructionright to attend the shareholders’ meeting shall lapse immediately upon complete satisfaction and discharge of the Obligations or following the discontinuance of an Enforcement Event;
9.1.4 not to allow, without the prior written consent of the Pledgee (such consent not to be unreasonably withheld), any other party to become a general partner (Komplementär) of the Company and not to defeat, impair or circumvent in any way the rights of the Pledgee created hereunder;
9.1.5 to refrain from any acts or omissions, subject to the performance of its rights and duties under the Existing Interest Pledge Agreement, the purpose or effect of which is or would be the dilution of the value of the GP Interests or the GP Interests ceasing to exist, unless permitted by the Pledgee;
9.1.6 not to change the articles of association with a view to stipulating certain requirements for the effective transfer of the GP Interests in addition to the general legal requirements pursuant to German corporate law;
9.1.7 not to amend, or vote for any amendment of, the articles of association of the Company to the extent that such amendment would materially adversely affect the security interest of the Pledgee created hereunder and, in particular but without limitation, not to amend, or vote of any amendment of, the relevant provisions of the articles of association relating to the distribution of profits and other pecuniary claims attributed to the GP Interests, the capital accounts and private accounts (Kapitalkonten und Privatkonten) without the prior written consent of the Pledgee (such consent not to be unreasonably withheld); and
6.1.3 9.1.8 insofar as additional declarations or actions are necessary for the creation of the Pledges 1 (or any of them) in favour of the Pledgee and at the Pledgee’s reasonable request (acting on the reasonable instructions of the Secured Parties) to make such declarations and undertake such actions at the Pledgor 1’s costs and expenses.
9.2 Unless otherwise permitted by the Principal Finance Documents, during the term of this Agreement, Pledgor 2 undertakes to the Pledgee:
9.2.1 not to take, or participate in, any action which results or might result in its loss of ownership of all or part of the Shares or any other transaction which would have the same result as a sale, transfer or other disposal of the Shares or which would for any other reason be inconsistent with the security interest of the Pledgee or the security purpose (as described in Clause 5) or defeat, impair or circumvent the rights of the Pledgee except as permitted by the Pledgee (acting reasonably);
9.2.2 to procure that all Share Certificates representing the Shares acquired by the Pledgor will, promptly following the acquisition of the relevant Shares, be delivered (übergeben) to the Pledgee;
9.2.3 not to encumber, permit to subsist, create or agree to create any other security interest or third party right in or over the Shares or other rights subject to the Pledges 2 and the Existing Share Pledge Agreement;
9.2.4 to inform the Pledgee promptly of any change made in the registered share capital of the Company, or of any changes to the Company’s articles of association which would materially adversely affect the security interest of the Pledgee;
9.2.5 to promptly notify Party A the Pledgee of any attachment (iPfändung) any event that may affect the Equity or any portion thereof, or the Pledgors’ performance in respect of any of their obligationsthe Shares or any ancillary rights set out in sub-Clause 4.2, representationssuch notice to be accompanied by any documents the Pledgee might need to defend itself against any claim of a third party. In particular, warranties or undertakings hereunderPledgor 2 shall promptly forward to the Pledgee a copy of the attachment order (Pfändungsbeschluss), or any transfer order (iiÜberweisungsbeschluss) and all other documents necessary for a defence against the Pledgors’ receipt attachment;
9.2.6 in the event of any notice increase in relation theretothe capital of the Company, not to allow, without the prior written consent of the Pledgee (such consent not to be unreasonably withheld), any party other than itself or SIG Austria Holding GmbH to subscribe for any Future Shares, and not to defeat, impair or circumvent in any way the rights of the Pledgee created hereunder;
9.2.7 to pledge in favour of the Pledgee on terms identical to the terms of this Agreement any Future Shares which it acquires upon an increase of the capital of the Company by way of capital contribution (Kapitalerhöhung gegen Einlage) or out of authorised capital (Kapitalerhöhung aus genehmigtem Kapital) promptly after the registration of such increase of the capital of the Company in the competent commercial register (Handelsregister) and the acquisition of such Future Shares;
9.2.8 to promptly inform the Pledgee in writing of all matters concerning the Company of which it is aware which would materially adversely affect the security interest of the Pledgee. In particular, Pledgor 2 shall act notify the Pledgee, forthwith of any shareholders’ meeting at which a shareholders’ resolution is intended to be adopted which would have a materially adverse effect upon any of the Pledges 2. Pledgor 2 shall allow, following the occurrence and during the continuance of an Enforcement Event, the Pledgee or, as the case may be, its proxy or any other person designated by the Pledgee, to participate in accordance with Party Aall such shareholders’ meetings of the Company as attendants without power to vote. Subject to the provision contained in sub-Clause 13.1, the Pledgee’s right to attend the shareholders’ meeting shall lapse immediately upon complete satisfaction and discharge of the Obligations;
9.2.9 to refrain from any acts or omissions, subject to the performance of its rights and duties under the Existing Share Pledge Agreement, the purpose or effect of which is or would be the dilution of the value of the Shares or the Shares ceasing to exist except if permitted by the Pledgee (acting reasonably);
9.2.10 not to amend the articles of association of the Company to the extent that such amendment would materially adversely affect the security interest of the Pledgee created hereunder without the prior written consent of the Pledgee (such consent not to be unreasonably withheld); and
9.2.11 insofar as additional declarations or actions are necessary for the creation of the Pledges (or any of them) in favour of the Pledgee and at the Pledgee’s reasonable instruction;
6.2 The Pledgors agree that Party A’s enforcement request (acting on the reasonable instructions of the Secured Parties), to make such declarations and undertake such actions at Pledgor 2’s costs and expenses. For the avoidance of doubt, notification and consent requirements as set out in sub-Clauses 9.1.1 through 9.1.7 and 9.2.1 through 9.2.10 of this Agreement are deemed to be satisfied by the relevant Pledgor if and to the extent such notification or consent has been delivered under the relevant Existing Pledge pursuant Agreement provided that such notification to the Pledgee or consent of the Pledgee makes reference to this Agreement shall not be interrupted or interfered with by and the Pledgors, their successors or authorized persons, or any other personrelevant Existing Pledge Agreement.
6.3 The Pledgors warrant to Party A that, in order to protect or perfect the security for performance of the payment/repayment obligations and other obligations of the Pledgors and/or Party C under the Transaction Agreements, the Pledgors shall cause Party C to make all necessary amendments to its articles of association (if applicable), execute in good faith and cause any other party interested in the Pledge to execute all such title certificates and agreements as may be requested by Party A, and/or take and cause such other interested party to take all actions requested by Party A, facilitate Party A’s exercise of the Pledge, execute all documents in connection with change of the share certificate with Party A or any third party designated by it, and provide Party A with all documents in relation to the Pledge as Party A may deem necessary within a reasonable period of time.
6.4 In the event of a transfer of any Equity arising from Party A’s exercise of the Pledge pursuant to Clause 8 hereof, the Pledgors hereby jointly and severally undertake to waive their respective preemptive right / right of first refusal thereon.
6.5 The Pledgors warrant to Party A that, for the benefits of Party A, the Pledgors shall comply with and perform all of their warranties, undertakings, agreements and representations. If the Pledgors fail to perform or fully perform their warranties, undertakings, agreements or representations, the Pledgors shall indemnify Party A against all losses suffered by Party A as a result thereof.
Appears in 2 contracts
Samples: Non Notarial Share and Interest Pledge Agreement, Junior Share and Partnership Interest Pledge Agreement (Beverage Packaging Holdings (Luxembourg) v S.A.)
Undertakings of the Pledgors. 6.1 During 9.1 Unless otherwise permitted by the existence Principal Finance Documents, during the term of this Agreement, Pledgor 1 undertakes to the Pledgors undertake to Party A that the Pledgors shallPledgee:
6.1.1 without Party A’s prior written consent, not transfer the Equity 9.1.1 to promptly effect any contributions in cash (except for the transfer of Equity Bareinlage) or kind (Sacheinlage) to Party A or its designated person at the request of Party A), or create or allow the existence of any other encumbrance or any type of third-party security interest which may affect Party A’s rights and interests;
6.1.2 comply with and implement all applicable laws and regulations, and, upon receipt of any notice, instruction or advice from any competent regulatory authority be made in respect of the PledgeGP Interests;
9.1.2 to promptly notify the Pledgee in writing of any change in the partners, present the special contribution (Sondereinlage) of the Company or any encumbrance over the GP Interests (or part of them). In the case of any attachment (Pfändung) in respect of any of the GP Interests or any ancillary rights set out in sub-Clause 4.1, Pledgor 1 shall promptly notify the Pledgee in writing, such noticenotice to be accompanied by any documents the Pledgee might need to defend itself against any claim of a third party. In particular, instruction or advice Pledgor 1 shall promptly forward to Party A within five the Pledgee a copy of the attachment order (5Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) business days and act all other documents necessary for a defence against the attachment;
9.1.3 to promptly inform the Pledgee in writing of all matters concerning the Company of which Pledgor 1 is aware which would materially adversely affect the security interest of the Pledgee. In particular, Pledgor 1 shall notify the Pledgee in writing forthwith of any shareholders’ meeting at which a shareholders’ resolution is intended to be adopted which would have a materially adverse effect upon any of the Pledges 1. Pledgor 1 shall allow, during the continuance of any of the circumstances which permit the Pledgee to enforce the Pledges 1 in accordance with Party AClause 7, the Pledgee or, as the case may be, their proxy or any other person designated by the Pledgee, to participate in all such shareholders’ meetings of the Company as attendants without power to vote. Subject to the provision contained in sub-Clause 13.1, the Pledgee’s reasonable instructionright to attend the shareholders’ meeting shall lapse immediately upon complete satisfaction and discharge of the Obligations or following the discontinuance of an Enforcement Event;
9.1.4 not to allow, without the prior written consent of the Pledgee (such consent not to be unreasonably withheld), any other party to become a general partner (Komplementär) of the Company and not to defeat, impair or circumvent in any way the rights of the Pledgee created hereunder;
9.1.5 to refrain from any acts or omissions, subject to the performance of its rights and duties under the Existing Interest Pledge Agreement, the purpose or effect of which is or would be the dilution of the value of the GP Interests or the GP Interests ceasing to exist, unless permitted by the Pledgee;
9.1.6 not to change the articles of association with a view to stipulating certain requirements for the effective transfer of the GP Interests in addition to the general legal requirements pursuant to German corporate law;
9.1.7 not to amend, or vote for any amendment of, the articles of association of the Company to the extent that such amendment would materially adversely affect the security interest of the Pledgee created hereunder and, in particular but without limitation, not to amend, or vote of any amendment of, the relevant provisions of the articles of association relating to the distribution of profits and other pecuniary claims attributed to the GP Interests, the capital accounts and private accounts (Kapitalkonten und Privatkonten) without the prior written consent of the Pledgee (such consent not to be unreasonably withheld); and
6.1.3 9.1.8 insofar as additional declarations or actions are necessary for the creation of the Pledges 1 (or any of them) in favour of the Pledgee and at the Pledgee’s reasonable request to make such declarations and undertake such actions at the Pledgor 1’s costs and expenses.
9.2 Unless otherwise permitted by the Principal Finance Documents, during the term of this Agreement, Pledgor 2 undertakes to the Pledgee:
9.2.1 not to take, or participate in, any action which results or might result in its loss of ownership of all or part of the Shares or any other transaction which would have the same result as a sale, transfer or other disposal of the Shares or which would for any other reason be inconsistent with the security interest of the Pledgee or the security purpose (as described in Clause 5) or defeat, impair or circumvent the rights of the Pledgee except as permitted by the Pledgee (acting reasonably);
9.2.2 to procure that all Share Certificates representing the Shares acquired by the Pledgor will, promptly following the acquisition of the relevant Shares, be delivered (übergeben) to the Pledgee;
9.2.3 not to encumber, permit to subsist, create or agree to create any other security interest or third party right in or over the Shares or other rights subject to the Pledges 2 and the Existing Share Pledge Agreement;
9.2.4 to inform the Pledgee promptly of any change made in the registered share capital of the Company, or of any changes to the Company’s articles of association which would materially adversely affect the security interest of the Pledgee;
9.2.5 to promptly notify Party A the Pledgee of any attachment (iPfändung) any event that may affect the Equity or any portion thereof, or the Pledgors’ performance in respect of any of their obligationsthe Shares or any ancillary rights set out in sub-Clause 4.2, representationssuch notice to be accompanied by any documents the Pledgee might need to defend itself against any claim of a third party. In particular, warranties or undertakings hereunderPledgor 2 shall promptly forward to the Pledgee a copy of the attachment order (Pfändungsbeschluss), or any transfer order (iiÜberweisungsbeschluss) and all other documents necessary for a defence against the Pledgors’ receipt attachment;
9.2.6 in the event of any notice increase in relation theretothe capital of the Company, not to allow, without the prior written consent of the Pledgee (such consent not to be unreasonably withheld), any party other than itself or SIG Austria Holding GmbH to subscribe for any Future Shares, and not to defeat, impair or circumvent in any way the rights of the Pledgee created hereunder;
9.2.7 to pledge in favour of the Pledgee on terms identical to the terms of this Agreement any Future Shares which it acquires upon an increase of the capital of the Company by way of capital contribution (Kapitalerhöhung gegen Einlage) or out of authorised capital (Kapitalerhöhung aus genehmigtem Kapital) promptly after the registration of such increase of the capital of the Company in the competent commercial register (Handelsregister) and the acquisition of such Future Shares;
9.2.8 to promptly inform the Pledgee in writing of all matters concerning the Company of which it is aware which would materially adversely affect the security interest of the Pledgee. In particular, Pledgor 2 shall act notify the Pledgee, forthwith of any shareholders’ meeting at which a shareholders’ resolution is intended to be adopted which would have a materially adverse effect upon any of the Pledges 2. Pledgor 2 shall allow, following the occurrence and during the continuance of an Enforcement Event, the Pledgee or, as the case may be, its proxy or any other person designated by the Pledgee, to participate in accordance with Party Aall such shareholders’ meetings of the Company as attendants without power to vote. Subject to the provision contained in sub-Clause 13.1, the Pledgee’s right to attend the shareholders’ meeting shall lapse immediately upon complete satisfaction and discharge of the Obligations;
9.2.9 to refrain from any acts or omissions, subject to the performance of its rights and duties under the Existing Share Pledge Agreement, the purpose or effect of which is or would be the dilution of the value of the Shares or the Shares ceasing to exist except if permitted by the Pledgee (acting reasonably);
9.2.10 not to amend the articles of association of the Company to the extent that such amendment would materially adversely affect the security interest of the Pledgee created hereunder without the prior written consent of the Pledgee (such consent not to be unreasonably withheld); and
9.2.11 insofar as additional declarations or actions are necessary for the creation of the Pledges (or any of them) in favour of the Pledgee and at the Pledgee’s reasonable instruction;
6.2 The Pledgors agree request, to make such declarations and undertake such actions at Pledgor 2’s costs and expenses. For the avoidance of doubt, notification and consent requirements as set out in sub-Clauses 9.1.1 through 9.1.7 and 9.2.1 through 9.2.10 of this Agreement are deemed to be satisfied by the relevant Pledgor if and to the extent such notification or consent has been delivered under the relevant Existing Pledge Agreement provided that Party A’s enforcement such notification to the Pledgee or consent of the Pledge pursuant Pledgee makes reference to this Agreement shall not be interrupted or interfered with by and the Pledgors, their successors or authorized persons, or any other personrelevant Existing Pledge Agreement.
6.3 The Pledgors warrant to Party A that, in order to protect or perfect the security for performance of the payment/repayment obligations and other obligations of the Pledgors and/or Party C under the Transaction Agreements, the Pledgors shall cause Party C to make all necessary amendments to its articles of association (if applicable), execute in good faith and cause any other party interested in the Pledge to execute all such title certificates and agreements as may be requested by Party A, and/or take and cause such other interested party to take all actions requested by Party A, facilitate Party A’s exercise of the Pledge, execute all documents in connection with change of the share certificate with Party A or any third party designated by it, and provide Party A with all documents in relation to the Pledge as Party A may deem necessary within a reasonable period of time.
6.4 In the event of a transfer of any Equity arising from Party A’s exercise of the Pledge pursuant to Clause 8 hereof, the Pledgors hereby jointly and severally undertake to waive their respective preemptive right / right of first refusal thereon.
6.5 The Pledgors warrant to Party A that, for the benefits of Party A, the Pledgors shall comply with and perform all of their warranties, undertakings, agreements and representations. If the Pledgors fail to perform or fully perform their warranties, undertakings, agreements or representations, the Pledgors shall indemnify Party A against all losses suffered by Party A as a result thereof.
Appears in 2 contracts
Samples: Junior Share and Partnership Interest Pledge Agreement (RenPac Holdings Inc.), Junior Share and Partnership Interest Pledge Agreement (RenPac Holdings Inc.)
Undertakings of the Pledgors.
6.1 During the existence of this Agreement, the Pledgors separately and non-jointly undertake to Party A that the Pledgors shall::
6.1.1 without the prior written consent of Party A’s prior written consent, not transfer the Equity (Interest or create or permit the existence of any other encumbrance or any form of third party security interest, such as pledge etc., which may affect the rights and interests of Party A, except for the transfer of the Equity Interest to Party A or its designated person at the request of Party A), or create or allow A，except the existence of any other encumbrance or any type of third-party security interest which may affect Party A’s rights and interestsinterests agreed in the Equity Option Agreement and Power of Attorney;
6.1.2 comply with and implement the provisions of all relevant applicable laws and regulations, and, and upon the receipt of any notice, instruction or advice from any competent regulatory authority recommendation issued or formulated by the relevant authorities in respect of the Pledge, present show such notice, instruction or advice recommendation to Party A within five (5) business working days and shall act in accordance with the reasonable instructions of Party A’s reasonable instruction; and;
6.1.3 promptly notify Party A of (i) any event that or notice received which may affect the Equity Interest of the Pledgors or the rights in respect of any portion thereof, of the Equity Interest and any event or relevant notice received which may change any of the Pledgors’ obligations herein or affect the performance of any of their obligations, representations, warranties or undertakings hereunder, or (ii) the obligations herein by the Pledgors’ receipt of any notice in relation thereto, and shall act in accordance with the reasonable instructions of Party A’s reasonable instruction;A.
6.2 The Pledgors agree that the exercise by Party A’s enforcement A of its rights in accordance with the Pledge pursuant to terms of this Agreement shall not be interrupted or interfered with by the Pledgors, Pledgors or their successors or authorized persons, assignees or any other person..
6.3 The Pledgors warrant to Party A that, in order to protect or perfect improve the security collateral under this Agreement for performance of the payment/repayment obligations and other obligations of the Pledgors and/or Party C VNET Technology under the Transaction Agreements, the Pledgors shall cause Party C to make all necessary amendments (if applicable) to its the articles of association (if applicable)of VNET Technology, faithfully execute in good faith and cause any procure other party interested parties who have an interest in the Pledge to execute all such title certificates of rights and agreements as may be requested deeds required by Party A and/or perform and procure other parties who have an interests in the Pledge to take all actions required by Party A, and/or take and cause such other interested party to take all actions requested facilitate the exercise of the Pledge by Party A, facilitate Party A’s exercise of the Pledge, execute sign all modification documents in connection with change of relation to the share certificate equity certificates with Party A or and any third party designated by it, Party A and provide Party A with all documents in relation to respect of the Pledge as Party A may which they deem necessary within a reasonable period of time.period.
6.4 In the event of a transfer of any Equity arising from Party A’s exercise of the Pledge pursuant to Clause 8 hereof, the Pledgors hereby jointly and severally undertake to waive their respective preemptive right / right of first refusal thereon.
6.5 The Pledgors warrant warrants to Party A that, for the benefits of Party A, the Pledgors shall comply with and perform all of their the warranties, undertakings, agreements covenants and representations. If the Pledgors fail to perform or to fully perform their warranties, undertakings, agreements or covenants and representations, the Pledgors shall indemnify compensate Party A against for all the losses suffered sustained by Party A as a result thereof..
Appears in 1 contract
Undertakings of the Pledgors. 6.1 During 8.1 The Pledgors, for the existence benefit of the Pledgee, hereby undertakes to the Pledgee that, during the duration of this Agreement, the Pledgors undertake to Party A that the Pledgors shall:
6.1.1 without Party A’s prior written consent, not transfer (1) Complete the registration of the Equity Interest Pledge under this Agreement in the administrative department for industry and commerce in accordance with the provisions of this Agreement;
(except for the 2) Not transfer of Equity to Party A or its designated person at the request of Party A), equity interests or create or allow permit the existence of any new pledges or other encumbrance or any type of third-party security interest which interests on the Pledged Equity Interests that may affect Party A’s the rights and interestsinterests of the Pledgee without the prior written consent of the Pledgee;
6.1.2 comply (3) Comply with and implement all applicable laws and regulationsregulations relating to the pledge of interests, and, upon and within five (5) days after receipt of any noticenotices, instruction orders or advice from any proposals issued or formulated by the relevant competent regulatory authority in respect of the Pledgepledge, present such noticeproduce to the Pledgee and comply with the above notices, instruction orders or advice proposals or make objections and representations in respect of the above notices, orders or proposals at the reasonable request of the Pledgee or with the consent of the Pledgee;
(4) Promptly notify the Pledgee of any events or notices received by it which may have an impact on the Pledgors’ rights to Party A within five (5) business days and act in the equity interest or any part thereof; and promptly notify the Pledgee of any events or notices received by it which may change any warranties and obligations of the Pledgors as set out in this Agreement or which may have an impact on them.
8.2 The Pledgors undertake that any exercise by the Pledgee of its rights in accordance with Party A’s reasonable instruction; and
6.1.3 promptly notify Party A the terms of (i) any event that may affect the Equity or any portion thereof, or the Pledgors’ performance of any of their obligations, representations, warranties or undertakings hereunder, or (ii) the Pledgors’ receipt of any notice in relation thereto, and shall act in accordance with Party A’s reasonable instruction;
6.2 The Pledgors agree that Party A’s enforcement of the Pledge pursuant to this Agreement shall not be interrupted or interfered with hampered by the Pledgors, Pledgors or any of their successors or authorized persons, entrusted persons or any other personpersons through legal proceedings.
6.3 8.3 The Pledgors warrant undertake to Party A the Pledgee that, in order to protect or perfect the security guarantee for performance of the payment/repayment obligations and other obligations of the Pledgors and/or Party C and the Company under the Transaction AgreementsMaster Agreement as set out herein, the Pledgors shall cause Party C to make all necessary amendments to its articles of association (if applicable), execute sign in good faith and cause any other party parties who are interested in the Pledge pledge to execute sign all such title certificates and agreements as may be requested deeds required by Party A, the Pledgee and/or take perform and cause such other parties who are interested party in the pledge to take perform all actions requested acts required by Party A, the Pledgee and facilitate Party A’s the exercise of any rights and authority conferred on the Pledge, execute Pledgee under this Agreement.
8.4 The Pledgors undertake to the Pledgee that it shall sign all change documents in connection with change of (if applicable and necessary) relating to the share equity interest certificate with Party A the Pledgee or any third party its designated by it, persons (natural/legal persons) and that it shall provide Party A the Pledgee with all documents in relation to such notices, orders and decisions on the Pledge pledge as Party A may deem the Pledgee considers necessary within a reasonable period of time.
6.4 In the event of a transfer of any Equity arising from Party A’s exercise of the Pledge pursuant to Clause 8 hereof, the 8.5 The Pledgors hereby jointly and severally undertake to waive their respective preemptive right / right of first refusal thereon.
6.5 The Pledgors warrant to Party A the Pledgee that, for the benefits benefit of Party Athe Pledgee, the Pledgors it shall comply with and perform all of their its warranties, undertakings, agreements agreements, representations and representationsconditions. If the Pledgors fail to comply with, perform or fully perform their its warranties, undertakings, agreements or representationsagreements, representations and conditions, the Pledgors shall indemnify Party A against compensate the Pledgee for all reasonable losses suffered therefrom.
8.6 The Pledgors shall not do or permit any acts or actions which may adversely affect the interests or Pledged Equity Interests of the Pledgee under any transaction agreement and this Agreement. The Pledgors shall waive its pre-emptive right at the time of realization of the pledge by Party A as a result thereofthe Pledgee.
Appears in 1 contract
Undertakings of the Pledgors. 6.1 7.1 During the existence subsistence of this Agreement, the Pledgors undertake to Party A that the Pledgee as follows:
7.1.1 without the prior written consent of the Pledgee, the Pledgors shall:shall not create any other security (whether it has the priority over the pledge hereunder) or other restrictive conditions over or on all or part of the Pledged Equity;
6.1.1 7.1.2 without Party A’s the prior written consentconsent of the Pledgee, the Pledgors shall not transfer sell, lease, lend, transfer, assign, offer as gift, re-mortgage, act as custodian of or otherwise dispose of all or part of the Equity (except for Pledged Equity, or make capital contribution in the transfer form of the Pledged Equity;
7.1.3 The Pledgors shall not use or permit others to use the Pledged Equity to Party A do any act or its designated person at the request thing that is in violation of Party A), laws or create or allow the existence of any other encumbrance or any type of third-party security interest which may affect Party A’s rights and interests;this Agreement; and
6.1.2 comply with and implement all applicable laws and regulations, and, upon 7.1.4 Upon receipt of any notice, instruction order, ruling, judgment or advice other document relating the Pledged Equity from any competent regulatory government authority, judicial authority in respect or arbitration institution of the PledgePRC, present the Pledgors shall notify the Pledgee of the same and shall, within the period as required by laws, take all necessary measures and steps to reduce any risk that such notice, instruction order or advice to Party A within five (5) business days other document may have on the Pledged Equity. When the Pledgee thinks necessary, the Pledgors shall institute legal actions, arbitrations or administrative actions against the above notice, order or other document, and act in accordance with Party A’s reasonable instruction; and
6.1.3 promptly notify Party A of (i) any event that may affect the Equity or any portion thereof, or the Pledgors’ performance of any of their obligations, representations, warranties or undertakings hereunder, or (ii) the Pledgors’ receipt of any notice bear all costs in relation thereto, and shall act in accordance with Party A’s reasonable instruction;.
6.2 7.2 The Pledgors further agree that Party A’s enforcement of any rights obtained by the Pledge Pledgee pursuant to this Agreement the provisions hereof shall not be interrupted or interfered with nor impeded by any legal proceedings instituted by the Pledgors, their or any successors of the Pledgors, or any person authorized personsby the Pledgors, or any other personpersons.
6.3 7.3 The Pledgors warrant to Party A the Pledgee that, in order to protect or perfect improve the security for performance the repayment of the payment/repayment obligations Secured Liabilities herein, they will honestly execute and procure other obligations of the Pledgors and/or Party C under the Transaction Agreements, the Pledgors shall cause Party C to make all necessary amendments to its articles of association (if applicable), execute in good faith and cause any other party interested parties who have an interest in the Pledge pledge right to execute all such title certificates and agreements as may be requested contracts required by Party Athe Pledgee, and/or take perform and cause such procure other interested party parties to take perform all actions requested acts required by Party Athe Pledgee, and facilitate Party A’s the exercise of any right and authorization conferred to the Pledge, Pledgee by this Agreement. The Pledgors will execute all documents in connection with change of the share certificate with Party A or any third party designated by it, and provide Party A with all documents in relation to the Pledge as Party A may deem change of share certificates with the Pledgee or any natural person or legal person designated by it, and will provide the Pledgee with all notices, orders and decisions in relation to the pledge right which it thinks necessary within a reasonable period of time.
6.4 In the event of a transfer of any Equity arising from Party A’s exercise of the Pledge pursuant to Clause 8 hereof, the Pledgors hereby jointly and severally undertake to waive their respective preemptive right / right of first refusal thereon.
6.5 . The Pledgors warrant to Party A thatthe Pledgee that they will, for the benefits interest of Party Athe Pledgee, the Pledgors shall comply with observe and perform all of their warranties, undertakings, agreements agreements, representations and representationsconditions. If the Pledgors fail to do not perform or fully perform their respective warranties, undertakings, agreements or representationsagreements, representations and conditions, they will indemnify the Pledgors shall indemnify Party A against Pledgee all losses suffered by Party A as a result thereofit arising therefrom.
Appears in 1 contract
Samples: Equity Pledge Agreement (Noah Education Holdings Ltd.)
Undertakings of the Pledgors. 6.1 During The Pledgors undertake to Party A that during the existence term of this Agreement:
5.1 Without prior written consent of the Pledgee, the Pledgors will not assign or transfer the Equity Interest to any third party, nor will the Pledgors create or allow to be created any other security interest or encumbrance over the Equity Interest, or take any action that may have any adverse effect on the rights or interests of the Pledgee, other than any transfer of the Equity Interest to the Pledgee or its designee at the request of the Pledgee;
5.2 The Pledgors will comply with all laws and regulations relating to the Pledge, will deliver any relevant notices, orders or recommendations to Party A within five days of receipt of the same from relevant authorities, and will take actions as reasonably directed by Party A;
5.3 The Pledgors shall forthwith notify Party A of any event that affects the Pledgors’ Equity Interest, Pledge or any part thereof or any relevant notifices received in respect thereof, as well as any event that affects the Pledgors’ undertakings and obligations hereunder or any relevant notices received in respect thereof, and shall take actions as reasonably directed by Party A.
5.4 The Pledgors agree that Party A’s right to enforce the Pledge in accordance with this Agreement shall not be delayed or hindered by the Pledgors, any of Pledgors’ successors or assigns or any other person. The Pledgors shall defend any claims and demands asserted by any third party in respect of the Pledgors’ rights, titles, liens and security interests.
5.5 In order to protect or perfect the security created hereunder, the Pledgors undertake to Party A that the Pledgors shall:
6.1.1 without Party A’s prior written consentshall in good faith execute all title certificates and contracts and/or take all actions as may be requested by the Pledgee, not transfer and shall cause other interested parties to execute all title certificates and contracts and/or take all actions as may be requested by the Pledgee, such that the Pledgee may exercise the rights and authorities granted by the Pledge hereunder. The Pledgor shall also execute all documents naming the Pledgee as the beneficiary in connection with the changes to the Equity (except for Interest certificate(s), and shall on the transfer date of Equity to Party A or its designated person execution hereof provide the Pledgee with all such documents the Pledgee deems necessary, and shall after the date of execution hereof provide, at the request of Party A)the Pledgee from time to time, or create or allow the existence of any other encumbrance or any type of third-party security interest which may affect Party A’s rights and interests;
6.1.2 comply Pledgee with and implement all applicable laws and regulations, and, upon receipt of any notice, instruction or advice from any competent regulatory authority in respect of such documents as the Pledge, present such notice, instruction or advice to Party A within five (5) business days and act in accordance with Party A’s reasonable instruction; and
6.1.3 promptly notify Party A of (i) any event that may affect the Equity or any portion thereof, or the Pledgors’ performance of any of their obligations, representations, warranties or undertakings hereunder, or (ii) the Pledgors’ receipt of any notice in relation thereto, and shall act in accordance with Party A’s reasonable instruction;
6.2 The Pledgors agree that Party A’s enforcement of the Pledge pursuant to this Agreement shall not be interrupted or interfered with by the Pledgors, their successors or authorized persons, or any other personPledgee deems necessary.
6.3 5.6 The Pledgors warrant to Party A that, in order to protect or perfect that the security for performance of the payment/repayment obligations and other obligations of the Pledgors and/or Party C under the Transaction Agreements, the Pledgors shall cause Party C to make all necessary amendments to its articles of association (if applicable), execute in good faith and cause any other party interested in the Pledge to execute all such title certificates and agreements as may be requested by Party A, and/or take and cause such other interested party to take all actions requested by Party A, facilitate Party A’s exercise of the Pledge, execute all documents in connection with change of the share certificate with Party A or any third party designated by it, and provide Party A with all documents in relation to the Pledge as Party A may deem necessary within a reasonable period of time.
6.4 In the event of a transfer of any Equity arising from Party A’s exercise of the Pledge pursuant to Clause 8 hereof, the Pledgors hereby jointly and severally undertake to waive their respective preemptive right / right of first refusal thereon.
6.5 The Pledgors warrant to Party A that, for the benefits of Party A, the Pledgors shall pledgors will comply with and perform satisfy all security, guarantee, agreements, representations and conditions as may exist in favor of their warranties, undertakings, agreements and representationsthe Pledgee. If the Pledgors fail to perform comply with or satisfy, or fail to fully perform comply with or satisfy, their warrantiessecurity, undertakingsguarantee, agreements or representationsagreements, representations and conditions, the Pledgors shall indemnify Party A against all for any losses suffered sustained by Party A as a result thereof.
5.7 The Pledgors undertake and warrant to the Pledgee that unless otherwise requested by the Pledgee in writing, all the Pledgors shall act as a concert party with respect to any rights or obligations to be exercised or performed by the Pledgors hereunder, .
Appears in 1 contract
Samples: Share Pledge Agreement (LightInTheBox Holding Co., Ltd.)
Undertakings of the Pledgors. 6.1 During the existence of this Agreement, the The Pledgors undertake to Party A that during the term of this Agreement:
5.1 Without prior written consent of the Pledgee, the Pledgors shall:
6.1.1 without Party A’s prior written consent, will not assign or transfer the Equity (except for Interest to any third party, nor will the Pledgors create or allow to be created any other security interest or encumbrance over the Equity Interest, or take any action that may have any adverse effect on the rights or interests of the Pledgee, other than any transfer of the Equity Interest to Party A the Pledgee or its designated person designee at the request of Party A), or create or allow the existence of any other encumbrance or any type of third-party security interest which may affect Party A’s rights and interestsPledgee;
6.1.2 5.2 The Pledgors will comply with and implement all applicable laws and regulations, and, upon receipt of any notice, instruction or advice from any competent regulatory authority in respect of regulations relating to the Pledge, present such noticewill deliver any relevant notices, instruction orders or advice recommendations to Party A within five (5) business days of receipt of the same from relevant authorities, and act in accordance with will take actions as reasonably directed by Party A’s reasonable instruction; and;
6.1.3 promptly 5.3 The Pledgors shall forthwith notify Party A of (i) any event that may affect the Equity or any portion thereof, or affects the Pledgors’ performance of Equity Interest, Pledge or any of their obligationspart thereof or any relevant notices received in respect thereof, representations, warranties or undertakings hereunder, or (ii) as well as any event that affects the Pledgors’ receipt of undertakings and obligations hereunder or any notice relevant notices received in relation theretorespect thereof, and shall act in accordance with take actions as reasonably directed by Party A’s reasonable instruction;A.
6.2 5.4 The Pledgors agree that Party A’s enforcement of right to enforce the Pledge pursuant to in accordance with this Agreement shall not be interrupted delayed or interfered with hindered by the Pledgors, their any of Pledgors’ successors or authorized persons, assignees or any other person. The Pledgors shall defend any claims and demands asserted by any third party in respect of the Pledgors’ rights, title, liens and security interests.
6.3 5.5 The Pledgors warrant to Party A that, in order to protect or perfect that the security for performance of the payment/repayment obligations and other obligations of the Pledgors and/or Party C under the Transaction Agreements, the Pledgors shall cause Party C to make all necessary amendments to its articles of association (if applicable), execute in good faith and cause any other party interested in the Pledge to execute all such title certificates and agreements as may be requested by Party A, and/or take and cause such other interested party to take all actions requested by Party A, facilitate Party A’s exercise of the Pledge, execute all documents in connection with change of the share certificate with Party A or any third party designated by it, and provide Party A with all documents in relation to the Pledge as Party A may deem necessary within a reasonable period of time.
6.4 In the event of a transfer of any Equity arising from Party A’s exercise of the Pledge pursuant to Clause 8 hereof, the Pledgors hereby jointly and severally undertake to waive their respective preemptive right / right of first refusal thereon.
6.5 The Pledgors warrant to Party A that, for the benefits of Party A, the Pledgors shall pledgors will comply with and perform satisfy all security, guarantee, agreements, representations and conditions as may exist in favor of their warranties, undertakings, agreements and representationsthe Pledgee. If the Pledgors fail to perform comply with or satisfy, or fail to fully perform comply with or satisfy, their warrantiessecurity, undertakingsguarantee, agreements or representationsagreements, representations and conditions, the Pledgors shall indemnify Party A against all for any losses suffered sustained by Party A as a result thereof.
5.6 The Pledgors undertake and warrant to the Pledgee that unless otherwise requested by the Pledgee in writing, all the Pledgors shall act as a concert party with respect to any rights or obligations to be exercised or performed by the Pledgors hereunder.
Appears in 1 contract
Samples: Share Pledge Agreement (LightInTheBox Holding Co., Ltd.)
Undertakings of the Pledgors. 6.1 During 5.1 The Pledgors undertake to Party A that during the existence term of this Agreement:
5.2 Without prior written consent of the Pledgee, the Pledgors will not assign or transfer the Equity Interest to any third party, nor will the Pledgors create or allow to be created any other security interest or encumbrance over the Equity Interest, or take any action that may have any adverse effect on the rights or interests of the Pledgee, other than any transfer of the Equity Interest to the Pledgee or its designee at the request of the Pledgee;
5.3 The Pledgors will comply with all laws and regulations relating to the Pledge, will deliver any relevant notices, orders or recommendations to Party A within five days of receipt of the same from relevant authorities, and will take actions as reasonably directed by Party A;
5.4 The Pledgors shall forthwith notify Party A of any event that affects the Pledgors’ Equity Interest, Pledge or any part thereof or any relevant notices received in respect thereof, as well as any event that affects the Pledgors’ undertakings and obligations hereunder or any relevant notices received in respect thereof, and shall take actions as reasonably directed by Party A.
5.5 The Pledgors agree that Party A’s right to enforce the Pledge in accordance with this Agreement shall not be delayed or hindered by the Pledgors, any of Pledgors’ successors or assignees or any other person. The Pledgors shall defend any claims and demands asserted by any third party in respect of the Pledgors’ rights, title, liens and security interests.
5.6 In order to protect or perfect the security created hereunder, the Pledgors undertake to Party A that the Pledgors shall:
6.1.1 without Party A’s prior written consentshall in good faith execute all title certificates and contracts and/or take all actions as may be requested by the Pledgee, not transfer and shall cause other interested parties to execute all title certificates and contracts and/or take all actions as may be requested by the Pledgee such that the Pledgee may exercise the rights and authorities granted by the Pledge hereunder. The Pledgor shall also execute all documents naming the Pledgee as the beneficiary in connection with the changes to the Equity (except for Interest certificate(s), and shall on the transfer date of Equity to Party A or its designated person execution hereof provide the Pledgee with all such documents as the Pledgee deems necessary, and shall after the date of execution hereof provide, at the request of Party A)the Pledgee from time to time, or create or allow the existence of any other encumbrance or any type of third-party security interest which may affect Party A’s rights and interests;
6.1.2 comply Pledgee with and implement all applicable laws and regulations, and, upon receipt of any notice, instruction or advice from any competent regulatory authority in respect of such documents as the Pledge, present such notice, instruction or advice to Party A within five (5) business days and act in accordance with Party A’s reasonable instruction; and
6.1.3 promptly notify Party A of (i) any event that may affect the Equity or any portion thereof, or the Pledgors’ performance of any of their obligations, representations, warranties or undertakings hereunder, or (ii) the Pledgors’ receipt of any notice in relation thereto, and shall act in accordance with Party A’s reasonable instruction;
6.2 The Pledgors agree that Party A’s enforcement of the Pledge pursuant to this Agreement shall not be interrupted or interfered with by the Pledgors, their successors or authorized persons, or any other personPledgee deems necessary.
6.3 5.7 The Pledgors warrant to Party A that, in order to protect or perfect that the security for performance of the payment/repayment obligations and other obligations of the Pledgors and/or Party C under the Transaction Agreements, the Pledgors shall cause Party C to make all necessary amendments to its articles of association (if applicable), execute in good faith and cause any other party interested in the Pledge to execute all such title certificates and agreements as may be requested by Party A, and/or take and cause such other interested party to take all actions requested by Party A, facilitate Party A’s exercise of the Pledge, execute all documents in connection with change of the share certificate with Party A or any third party designated by it, and provide Party A with all documents in relation to the Pledge as Party A may deem necessary within a reasonable period of time.
6.4 In the event of a transfer of any Equity arising from Party A’s exercise of the Pledge pursuant to Clause 8 hereof, the Pledgors hereby jointly and severally undertake to waive their respective preemptive right / right of first refusal thereon.
6.5 The Pledgors warrant to Party A that, for the benefits of Party A, the Pledgors shall pledgors will comply with and perform satisfy all security, guarantee, agreements, representations and conditions as may exist in favor of their warranties, undertakings, agreements and representationsthe Pledgee. If the Pledgors fail to perform comply with or satisfy, or fail to fully perform comply with or satisfy, their warrantiessecurity, undertakingsguarantee, agreements or representationsagreements, representations and conditions, the Pledgors shall indemnify Party A against all for any losses suffered sustained by Party A as a result thereof.
5.8 The Pledgors undertake and warrant to the Pledgee that unless otherwise requested by the Pledgee in writing, all the Pledgors shall act as a concert party with respect to any rights or obligations to be exercised or performed by the Pledgors hereunder.
Appears in 1 contract
Samples: Share Pledge Agreement (LightInTheBox Holding Co., Ltd.)
Undertakings of the Pledgors.
6.1 During the existence of this Agreement, the Pledgors undertake to Party A that the Pledgors shall::
6.1.1 without the prior written consent of Party A’s prior written consent, not transfer the Equity (Interest or create or permit the existence of any other encumbrance or any form of third party security interest, such as pledge etc., which may affect the rights and interests of Party A, except for the transfer of the Equity Interest to Party A or its designated person at the request of Party A), or create or allow the existence of any other encumbrance or any type of third-party security interest which may affect Party A’s rights and interests;
6.1.2 comply with and implement the provisions of all relevant applicable laws and regulations, and, and upon the receipt of any notice, instruction or advice from any competent regulatory authority recommendation issued or formulated by the relevant authorities in respect of the Pledge, present show such notice, instruction or advice recommendation to Party A within five (5) business working days and shall act in accordance with the reasonable instructions of Party A’s reasonable instruction; and;
6.1.3 promptly notify Party A of (i) any event that or notice received which may affect the Equity Interest of the Pledgors or the rights in respect of any portion thereof, of the Equity Interest and any event or relevant notice received which may change any of the Pledgors’ obligations herein or affect the performance of any of their obligations, representations, warranties or undertakings hereunder, or (ii) the obligations herein by the Pledgors’ receipt of any notice in relation thereto, and shall act in accordance with the reasonable instructions of Party A’s reasonable instruction;A.
6.2 The Pledgors agree that the exercise by Party A’s enforcement A of its rights in accordance with the Pledge pursuant to terms of this Agreement shall not be interrupted or interfered with by the Pledgors, Pledgors or their successors or authorized persons, assignees or any other person..
6.3 The Pledgors warrant to Party A that, in order to protect or perfect improve the security collateral under this Agreement for performance of the payment/repayment obligations and other obligations of the Pledgors and/or Party C Xindian Information under the Transaction Agreements, the Pledgors shall cause Party C to make all necessary amendments (if applicable) to its their respective articles of association (if applicable)and the articles of association of Xindian Information, faithfully execute in good faith and cause any procure other party interested parties who have an interest in the Pledge to execute all such title certificates of rights and agreements as may be requested deeds required by Party A and/or perform and procure other parties who have an interests in the Pledge to take all actions required by Party A, and/or take and cause such other interested party to take all actions requested facilitate the exercise of the Pledge by Party A, facilitate Party A’s exercise of the Pledge, execute sign all modification documents in connection with change of relation to the share certificate equity certificates with Party A or and any third party designated by it, Party A and provide Party A with all documents in relation to respect of the Pledge as Party A may which they deem necessary within a reasonable period of time.period.
6.4 In the event of a transfer of any Equity arising from Party A’s exercise of the Pledge pursuant to Clause 8 hereof, the Pledgors hereby jointly and severally undertake to waive their respective preemptive right / right of first refusal thereon.
6.5 The Pledgors warrant warrants to Party A that, for the benefits of Party A, the Pledgors shall comply with and perform all of their the warranties, undertakings, agreements covenants and representations. If the Pledgors fail to perform or to fully perform their warranties, undertakings, agreements or covenants and representations, the Pledgors shall indemnify compensate Party A against for all the losses suffered sustained by Party A as a result thereof..
Appears in 1 contract
Undertakings of the Pledgors. 6.1 During the existence of this Agreement7.1 For Party A’s benefit, the Pledgors undertake to Party A that that, during the term hereof,
7.1.1 apart from the transfer of equity interest to Party A in accordance with the Purchase Option and Cooperation Agreement entered into by and among the Pledgors, Party A and Party B on September 7, 2006 or such transfer of equity interest between the Pledgors shall:
6.1.1 as does not undermine the effect of the pledge hereunder in any way (of which the transferor shall notify Party A in advance), without Party A’s prior previous written consent, the Pledgors will not transfer the Equity (except for the transfer of Equity to Party A or its designated person at the request of Party A)any equity interest, or create or allow the existence of permit to exist any other encumbrance or pledge that may any type of third-party security interest which may affect damage Party A’s rights and interestsor interests in the pledged collateral hereunder, or cause Party B’s meeting of shareholders or board of directors to pass any resolutions about the sale, transfer, pledge or otherwise disposal of the lawful right to derive income from any equity interest in Party B or about the permission of the creation of any other security interests thereon;
6.1.2 comply with and implement 7.1.2 the Pledgors will observe all applicable the provisions of laws and regulationsregulations on the rights pledge, and, upon receipt of show Party A any notice, instruction directive or advice from any suggestion issued or made by the competent regulatory authority in government authorities with respect to the pledge rights within 5 days of receipt of the Pledge, present such notice, instruction same and comply with the same or advice to raise objections against or make statements about the same at Party A within five (5) business days and act in accordance A’s reasonable request or with Party A’s reasonable instructionconsent; and
6.1.3 promptly notify Party A of (i) any event that may affect the Equity or any portion thereof, or the Pledgors’ performance of any of their obligations, representations, warranties or undertakings hereunder, or (ii) the Pledgors’ receipt of any notice in relation thereto, and shall act in accordance with Party A’s reasonable instruction;
6.2 The Pledgors agree that Party A’s enforcement of the Pledge pursuant to this Agreement shall not be interrupted or interfered with by the Pledgors, their successors or authorized persons, or any other person.
6.3 The Pledgors warrant to Party A that, in order to protect or perfect the security for performance of the payment/repayment obligations and other obligations of the Pledgors and/or Party C under the Transaction Agreements, the Pledgors shall cause Party C to make all necessary amendments to its articles of association (if applicable), execute in good faith and cause any other party interested in the Pledge to execute all such title certificates and agreements as may be requested by Party A, and/or take and cause such other interested party to take all actions requested by Party A, facilitate Party A’s exercise of the Pledge, execute all documents in connection with change of the share certificate with Party A or any third party designated by it, and provide Party A with all documents in relation to the Pledge as Party A may deem necessary within a reasonable period of time.
6.4 In the event of a transfer of any Equity arising from Party A’s exercise of the Pledge pursuant to Clause 8 hereof, the Pledgors hereby jointly and severally undertake to waive their respective preemptive right / right of first refusal thereon.
6.5 The Pledgors warrant to Party A that, for the benefits of Party A, the Pledgors shall comply with and perform all of their warranties, undertakings, agreements and representations. If the Pledgors fail to perform or fully perform their warranties, undertakings, agreements or representations, the Pledgors shall indemnify Party A against all losses suffered by Party A as a result thereof.
Appears in 1 contract
Samples: Equity Pledge Agreement (Giant Interactive Group Inc.)
